Back up Plan
by Mighty ANT
Summary: Sarge never switched McQueen's fuel. -AU- Character death
1. Back up Plan

**Back-up Plan**

_~Sarge never switched McQueen's fuel.~_

_Cars 2 (c) PIXAR 2011_

* * *

It was said that an explosion began the world. And now, for a few individuals, one ended it.

Fire. That one word said it all. An encompassing, blazing inferno, with enough force to curl paint, devastate metal, shatter glass. Roaring wildly, erratically, uncontrollably. Murderously. A macabre mix of the fieriest reds and orange, tongues of blue mixed into the seemingly living monstrosity. The explosion had seemed so sudden, so abrupt, so painfully quick…but in the end, inevitable.

And Mater—still hanging, tied over Big Bentley's rapidly rotating gears— was forced to watch in unabashed horror as Lightning McQueen erupted into flames.

* * *

The silence that enveloped the pits was heavy, not a soul daring to break it. The jumbo screens and smaller televisions alike blatantly showed the young race car's fiery collision, the sudden eruption of flames, and the terror that flashed through his eyes a second before the explosion played again and again—like a grisly movie reel.

The colorful residents of Radiator Springs stood gaping in blatant disbelief, staring at the smaller television screen embedded in the wall, incredulity painfully clear in their features. All were silent, eyes wide and incredulous for several seconds, as if hardly daring to allow what they continued to see truly sink in. Red was the first to break the peace, his sobs reverberating through the entirety of the pits. The others could hardly blink in response, but the realization began to gradually, _finally_, set in past the shock.

Flo leaned heavily against her husband, fruitlessly attempting to hold back her weeping. Guido had joined the fire truck in his anguish, while Luigi, Fillmore and Ramone only stood in stunned silence.

Sally gazed up at the television monitor, hardly daring to imagine what the cars who weren't with them could've been thinking—those few that remained at home, or Sheriff at Scotland Yard, and Sarge calling up some old military allies, all hearing the same awful, heartrending, dreadful news on their own. And..._she_ had been the one to encourage the stock car to race...unaware of the fate that awaited him. Porsche bowed her hood, her pride nonexistent, finally allowing the sobs to shake her frame.

* * *

"I...I can't believe it…."

The announcer's southern accented voice penetrated the silence over the crowd, his fellow race cars and hosts as shocked as the rest of their viewers. Although, Darrel Cartrip seemed to be the only one adept to speaking at the moment. The Buick swallowed, as if finding his following words to difficult to utter, but continued despite his co-hosts' silence, turning to gaze almost shakily at the camera.

"Not over five minutes ago, the American race car, Lightning McQueen….burst into flames on the track without warning. And as the only racer using Allinol, the only possible culprit could be the alternative fuel."

Brent Mustangburger found his voice then, pausing as he listened to someone over his headset, "emergency vehicles have just been dispatched, making their way to McQueen—but whether or not the race car is alright has yet to be announced."

The three vehicles, all previous award-winning, professional race cars, were long used to crashes in racing, from the most insignificant to deadliest. But this….the young stock car's accident was different….unlike anything they'd ever seen or experienced.

After a moment of anxious silence, the elder Buick spoke again, "all we can hope for is—"

"W-wait a moment, Darrel," David Hobbscap began, cutting off the flame-patterned race car with a rather alarmed look in his blue eyes."I have just received word from our emergency vehicles over by Big Bentley. Lightning McQueen did not survive the crash."

* * *

Speeding around a narrow bend, Francesco Bernoulli's proud smirk grew only wider when the sound of another engine didn't accompany his own from behind, instead filled with the lingering cheers from spectators and rev of his other opponents' engine far in the rear.

McQueen had perhaps blown a tire, or some other minor inconvenience. Francesco didn't worry. And this only further assisted the Formula One, and the race was as good as won now, with the other cars several feet away. His fuel, purely Italian, burned intensely through his engine, thrusting him forward with sporadic revolutions.

He could almost see the finish line, and the large trophy that would await him…not to mention rubbing his win in the American stock car's face.

A sudden shout over the Formula One's radio startled him, Francesco loosing control for a moment before swiftly righting himself, a dismayed cry answering his crew chief's unexpected yell. The Alfa Romeo—instead of answering in horribly accented, and unintelligible English, actually spoke in rapid Italian, none the less stressed. The race car's brow furrowed, and though his crew chief spoke far too swiftly to be understood, as was his usual habit, the American stock car's name came up more than it should have.

Giving a swift rebuttal in his native tongue, Francesco cut off his elder mid-sentence and demanded to know what he was ranting about.

The Alfa Romeo faltered over the radio, interference from multiple other headsets making him cringe, mixed with the usual uproarious background noise. Although, his crew chief's final, morbid answer -seeming to silence all others- made Francesco's oil run cold.

* * *

**_A/N: Yeah...I have no idea. _**

**_I was watching Cars 2 (for the millionth time) and one of the scenes that stood out most to me would have to be when the pulse emitter -i.e. TV camera- was trained on McQueen, on full power, and could've easily killed him had Sarge not switched the fuel. And so this idea came to me- what if he hadn't? Then the movie would tell an entirely different story, which I am doing now. Next chapter will be posted soon, but until then, please review, and NO flames. _**

**_BTW- I apologize to all who are currently reading Alfa and Omega- I will finish the story, but I have yet to make myself sit down and type it out. _**

**_Oh, and there's supposed to be a dash between 'Back-up' but it wouldn't show up in the title :(_**


	2. Escape and Guilt

**Escape and Guilt **

**~Cars 2 © PIXAR 2011~**

**I cannot thank everyone enough for their awesome reviews! **

* * *

Finn McMissile was not one for sympathy.

When he'd found his best friend's crushed and compacted form on the oil derrick, he hadn't accepted a single smidge of empathy from his aerial companion, though Siddeley had tried his best. The Aston Martin had allowed his emotional barrier to fall, if momentarily, when he went to break the news to Leland Turbo's wife, the petite Citroen deserving to have someone familiar deliver the dreadful news. But as far as sympathy went, that was as far as the spy car would go. His very job entailed the danger, loss, and perils that nearly all C.H.R.O.M.E. agents were faced with, each and every one exceedingly life-threatening in their own ways. It was impossible work as a spy without expecting a high body count.

But this situation…..these events weren't an exception…not yet, at least.

Tethered onto Big Bentley's titanic gears, the Aston Martin only felt a monumental guilt, overpowering any incredulous feeling of commiseration—Mater, an ordinary tow truck, had been literally thrust into the world of high-caliber espionage—a civilian, put into the most grave of circumstances. The rusted vehicle's pent-up anger, resulting in his frustrated cry to reveal the truth had echoed from the high-vaulted ceiling of the age-old clock tower, as well as through the elder spy car's mind. He offered only a stumbled excuse as a response, and it clearly wasn't enough. The car he'd thought to be a top-notch spy was no more than a simple-minded, naive tow truck. An innocent thrust into the world of the guilty.

As Mater wallowed in self pity, the old British car mulled over what he could possibly say to amend or comfort the American, his pondering turning out to be in vain when two lemons—a Gremlin and Pacer—arrived in the elevator. The AMC pair seemed to find substantial amusement from tormenting the tow truck, but surprised the both of them by revealing that Lightning McQueen was still living. This momentary joyous bubble had burst instantaneously when they'd announced that they had only waited for the rusted truck to regain conscious, so that they could force him to watch as they killed his best friend.

Finn, unable to see anything behind him on account of how he was tied in the opposite direction, was thus forced to rely on hearing to receive a gist of what was going on. The whirr of the deadly device—disguised as a television camera—reached his highly developed senses, and the whoosh of air that signaled the sprouting of fire was drowned out by Mater's horrified gasp. The resounding crunch of metal followed, mingling with the terrified shouts of the crowd. The tow truck was stunned silent, and the Aston Martin couldn't even begin to imagine what was transpiring on the streets below.

Now, the spy car had born witness to countless deaths, whether of his own violation or not, though they had never lost their potency and ability to horrify him to his very core. He had been at the side of one too many colleagues as they fought the losing battle to survive, idling by many a deathbed. Finn had seen his best friend—one of the greatest agents in C.H.R.O.M.E.—reduced to nothing more than a grisly blood red cube, a sight that was sure to remain branded in his memory for the rest of his life. Rod Redline, the car that the Aston Martin initially thought was the one to meet him at the party in Tokyo—a long-time friend and colleague as well—had most likely been disposed of by the same lemons before him. It had been pure chance on the American's part to find help in the form of Mater.

But now…the tow truck didn't deserve any of this. He shouldn't have to risk life and limb, watch as his best friend was murdered before his very eyes, unable to do a bloody thing to help….Finn could only sympathize with the rusted truck, having been in a similar position many a time.

But that didn't make it any easier to watch as it happened to someone else.

* * *

The tow truck was dimly aware of the two lemon's raucous laughter; Holley's stunned cry and Finn's disbelieving silence. The horrified cries from the masses below were clearly audible, even from so high up, as well as the chilling sound of crunching metal.

Mater blinked through his incredulity, his vantage point of the track through the slim, open glass panel limited, but revealed more than he would've ever wanted to see. Sirens wailed in the distance, and the two AMC's voices, coupled with the spy cars' now outraged cries reached his ears, drew him from his stupor.

The rusted vehicle fixed his wide-eyed gaze on the Gremlin and Pacer a few dozen feet below him, his aghast expression speaking for itself. Both lemons grinned, the elder of the two speaking. "Don't feel bad, tow truck. You couldn't a' saved 'im."

The Pacer smirked,"oh wait, you could have!"

Finn snapped angrily in the tow truck's defense, body quivering with pent-up fury. Holley only had eyes for Mater however, a concerned look in her gaze as she silently observed the severally dumbstruck and traumatized vehicle.

The two poorly kept cars below them started again. "And anyway, we snuck a bomb into the _late_ McQueen's pit," the Gremlin began.

"No witnesses, equals no suspicions," Acer smirked. Mater blanched, his expression only growing more horror-struck.

"Dad-gum lemons," he breathed, Gatling guns inserting themselves over his fenders coupled with the calm, emotionless voice of the computer, granting the tow truck's misinterpreted order. The fire arms spun, but no ammunition came barreling out like it did so previously. The two AMCs chortled at the truck's momentary confusion.

"What, you didn't think we'd take your bullets?"

His downtrodden gaze flitting downward, Mater's fenders sagged, only to lay eyes on the edge of the rope wrapped over his exposed engine, frayed from his weapon's revolving, and concealed a small, proud smile as the lemons continued to insult him. Pure dumb luck on his part once again.

Once the two jalopies' voices faded as the lift descended, their taunts ringing in his already guilty conscious, the tow truck repeated the mistaken order several times so that his swiveling guns snapped the ropes binding him.

It was a simple task to jump off of the clock's spinning gears—that would've certainly crushed him if he'd allowed it—and swiftly speed over to his two pinioned companions. "Ah've gotta git y'all outta there," Mater affirmed, a steely look of resolve in his eyes that neither spy car had seen before.

"No, Mater," Holley argued gently. "You have to make sure everyone is out of the pits and gets away safely."

"There's no time," Finn agreed, though he couldn't even see the tow truck. "We'll be fine," the Aston Martin insisted firmly. Both British vehicles were startled by the tow truck's adamant shout.

"No," Mater disputed resolutely, far more somber than they had ever seen him. "Ah ain't gonna lose any more a' my friends. Ah'm gonna help you guys, and I won't hear no complaints 'bout it!"

By the look in the tow truck's eyes, it was clear that he wouldn't take their refusal for an answer. Holley felt her engine whir in gratitude and sympathy as a result. Gone was the happy, go-lucky truck. Something had died within him at the same moment Lightning McQueen had.

* * *

The cobblestone road was cool beneath the Jeep's tires, the sky above him overcast and gray as he headed towards the nondescript London pub, a sort of white light provided by the dreary rainclouds.

Once the World War II era vehicle pushed open the large oak wood double doors, he was instantly assaulted by the common bar sounds—boisterous laughter and the buzz of a television reached him, coupled with the clinking of glasses and amiable conversation. Sarge's hood rose as he entered further, the various military vehicles parked around him glancing up, giving him long, appraising looks as he made his way over to the counter. The emblems on his hood and sides spoke volumes, and none of the British cars made a move to stop him.

Sarge parked at the side of a Land Rover, decorated in army camouflage, glancing up at him curiously, "First Sergeant Artillery?" he questioned.

The Land Rover turned to face him, actually younger than the Jeep had expected. "Uh, n-no, sir," the British car informed him rigidly upon laying eyes on him and his rank. "That title belonged to my father. I'm _Corporal_ Artillery."

The elder vehicle smirked at his younger companion's stoickness,"at ease, soldier. This was meant to be a friendly meeting."

The younger car visibly relaxed, "Corporal Charles Artillery II, Sergeant Major," he informed Sarge cheerfully. "My pop would've been ecstatic to see you again, sir."

"Chrysler rest his tires," Sarge muttered, before turning back towards the younger military vehicle. "Well anyway, Corporal, I came to ask a favor of you."

"What kind of favor?"

The Jeep spun his tires for a moment, as if unsure, before answering, "We have a missing car on our treads. We've gone to the police already, but I doubt they're gonna be of any help. I suspect foul play…."

"Who's the missing car?" Charles inquired, taking a sip from his drink whilst sending his elder an inquisitive look.

"He's a tow truck. Lightning McQueen's best friend, in fact." Sarge received the reaction he'd been hoping for, as the corporal's eyes widened to the size of hubcaps. But what he hadn't expected was the sudden guilt that sprouted across the young car's features as well.

The Land Rover turned suddenly to shout at a car across the bar, "eh, Artie!" a large, tan camouflage-painted Hummer glanced up from the football game currently playing on television. "Could you switch it back to the Grand Prix channel?"

Sarge watched cynically as the hefty vehicle harrumphed with a shrug, but picked up the remote nevertheless. Turning back to the Land Rover, the elder vehicle was met with an uncertain look. Charles swallowed, gesturing towards the TV, "you might want to see this, Sergeant Major."

Brow furrowing at the formality, Sarge nevertheless approached the television set, keen gaze wandering over the headlines. His eyes widened however when the topic changed abruptly. '_Lightning McQueen Killed in Final Grand Prix Race_' blared back at him, replaying a recording of the accident just above it. Sarge could've sworn he felt his engine skip several cycles. "I should've switched the fuel," he breathed, almost unintelligibly. The younger car sent him a sympathetic look, although was surprised by the sudden intensity in the Sergeant Major's gaze.

To Sarge, everything had become clear now. The accidents—going all the way back to the first race in Tokyo—were anything but. The flame-outs had all been perfectly choreographed by some ringleader, the head of the entire plot, and McQueen had proved to be an obstacle when he decided to use Allinol, the only racer doing so after all the crashes. It was pure irony that Fillmore's conspiracy idea had come to fruition at long last, with the most gruesome of consequences.

"Sir?" Charles hedged, a tad unnerved by his superior's stony visage. With surprising speed, Sarge turned to towards the young Land Rover, fiery determination shining in his eyes.

"How fast can your men get here, Corporal?"

As if slowly coming to the same conclusion as his elder, Charles smirked proudly, "five minutes tops, sir."

* * *

_**A/N: And so here chapter 2! And on a small side-note, if anyone's noticed the skipping between POVs, it's due to the fact that I attempted to write it similar to the scenes in the movie, in which they constantly switch between different points of view. It was, admittedly, quite fun to write. **_

_**As for the explanation for each section, I believe that its clear enough, but the last one with Sarge is especially crucial. That Land Rover he met with is indeed the one by his side while surrounded by various other British military vehicles when cutting off the lemons, and this just demonstrates how he would piece everything together, but by then it would already be too late. **_

_**And one thing that sort of bugged me in the movie was that Mater actually left the spies inside Big Ben. I suppose its understandable in the film, but here, right after Mater had already lost his best friend, I doubt he'd be willing to lose another. I guess it shows how he's changed in such a short amount of time, and I illustrate that in further chapters as well. **_

_**I also looked up Sarge's rank, which is E-9, or sergeant major, one of the highest ranks of sergeant that can be achieved. **_

_**Reviews are love :D**_


	3. Bomb

**Bomb **

_Pixar owns Cars 2 and its characters~_

* * *

It had been a simple task to find the machine that ran the clock, with Mater's help. Then, using her extendable electric shock device, Holley was able to reverse the polarity moments before she and her partner were crushed. Mater had stood by anxiously as this happened, the worry fading from his gaze slightly once the spy cars were freed.

Wheeling around, the Jaguar had made a beeline for the tow truck, the anxiety in his eyes, while having indeed receded slightly, was still painfully clear to her. With a few choice words of encouragement and a nudge here and there, Mater rose slightly on his tires, giving his thanks, before driving onto the lift. She and Finn would follow shortly, once they had received enough intel on the camera. And while her worry for Mater had diminished substantially, (or so she kept telling herself) Holley still kept her communicator activated and the airwaves open, in case the tow truck hit a snag. Getting everyone out of the pits was top priority, and Mater had affirmed that no more lives would be lost as folly of his. But still, the fear lingered.

"I'm worried about him."

Finn hardly glanced up from his rearview mirror, information scrolling down the computer-graphic screen as the Aston Martin observed the camera from every angle. "I can't imagine why you wouldn't be," the elder car said after a moment, a somber look growing in his expression before becoming cynical again. "The poor bloke's best friend was just murdered before his very eyes. I believe Mater has the right to be a bit out of character."

"It's almost as if you're speaking from experience, Finn," the Jaguar studied.

The Aston Martin faltered, finally looking up from the information on his screen to send his young partner a bewildered look that melded into one of nonchalance just as quickly. "I told you—both of you, in fact—how dangerous friendships can be in our line of work."

"But that doesn't make the loss any easier to deal with."

The elder of the two stopped what he was doing once more, gazing into the distance as he reminisced for a few moments, "no…no it doesn't."

Both cars were silent, before Holley pierced the stillness after a few minutes, "we had better go, Finn. Who knows how Mater is dealing with everything down below."

The Aston Martin nodded in agreement, rolling away from the disguised television camera with a rev of the engine, "Miss Shiftwell, if you could calculate the fastest way to—"

Holley interrupted her elder with a smooth whir as her 'flight mode' activated, including wings and tail, and smirked at the surprised look he gave her. "Done."

After a somewhat jealous—to her mind—quip, the pair turned; only to lay eyes on an eerily familiar circular part, that belonged in the air filter of a particular tow truck.

* * *

Busting past the guard rail, Mater raced down the narrow stretch of road that served as the racers' pit, a determined look in his eyes and posture, before skidding to a stop in front of his friend's pit area. All the residents, most still teary-eyed, gasped upon laying eyes on him, various cries of 'Mater!' permeating the air. The tow truck felt a wave of guilt hit him upon seeing their expressions, taunt with worry. But he quickly got back on task.

"Everybody, git out now!" he shouted only slightly surprised to see several other of his friends present. "Y'all gotta git outta the pits!"

"What, _Mater_?" Sally cried, eyes wide.

"What's going on, is everything okay?" Flo questioned, standing almost protectively at the Porsche's side.

The tow truck's brow furrowed—as if they even had to ask. Nothing would ever be 'okay' again. But instead of voicing his thoughts, Mater decided to humor them. "No, everything _not _okay! There's a _bomb_ in here! Y'all gotta git out, now!"

His friends' yells became incredulous, and wide-eyed. They didn't want to believe him, and frankly, after everything that happened, the truck couldn't blame them. But a sudden beep over his communicator distracted him from going further.

"_Mater!"_

A small smile spread across the tow truck's grill. If his spy friends were on their way, which he was sure they were, he would be able to get everyone out of the pits much more efficiently. "Finn!" he cried. "Where are—"

"_Listen to me!" _the Aston Martin interrupted, his command ringing loud and clear, with a hint of worry in his tone. _"The bomb is on _**you**_! They knew we'd escape, and planned to kill _**us**_ because of everything we know! When we were knocked out they planted it in your air filter!"_

Mater's eyes widened, dropping down to his exposed engine. After a second of holding his breath, and a sufficient amount of rattling, the lid over his filter popped off, to reveal a large C4 explosive strapped to his nose. "Uh oh."

"_Mater!"_ Holley shouted this time. "_You have to get away from civilians! Who knows how much force that bomb has, and how much it could destroy! We'll meet you at a rally point to deactivate it, just hurry!"_

The tow truck gulped, but set his gaze and zoomed out of the pits with a speed no one would've expected, racing out onto the track, and leaving a very stunned group of Radiator Springs residents behind—as well as an equally stunned Janus Zündapp in a building just across from them.

* * *

As soon as the news was finally accepted in Francesco's muddled mind, once it had 'clicked', the Formula racer was stunned into silence.

He could hear his crew chief's voice over his headset demanding to know if he was alright, but the Italian car was incapable of responding. Or even forming a coherent sentence.

Something like this, something so utterly horrible could never have happened…it was like some sort of nightmare, where racing became more than just a sport. It became deadly—as it had always been, though he seemed to have forgotten that in the Grand Prix. The race wasn't meant to be a dangerous one, however—that was the sole reason that only the top, fairest cars had been admitted into the competition, as to avoid any poor sportsmanship or fatal crashes that occurred in most racing circuits.

The large accident in Porto Corsa had been a wake-up call, as well as a shock to him as well as the rest of the world, and Francesco had momentarily dropped his usual egotistic front and shown his true worry for the injured cars. But he should have seen it—the collision had been so precise, happening from one car to another…luckily the wounds had been mainly superficial, and the cars had gone on to race again today.

But this was completely different. A car's life had been _lost _because of this race, and yet he continued driving, as if nothing had occurred.

Steely resolve in mind, Francesco braked suddenly, and smoke rose from beneath his tires. He inhaled deeply for a moment to regain his breath, pointedly ignoring his crew chief's incredulous cries as he turned, racing back the way he'd come.

There was a certain pit crew he had to apologize to.

* * *

"Wait, hold everything!"

Darrel Cartrip and David Hobbscap turned towards the co-host in confusion, the navy-blue Mustang instead having his gaze locked on the screen before them, and also appeared to be listening intently to someone over his headset at the same time.

"It seems that Francesco Bernoulli has...braked in the middle of the road, and I was just told by his crew chief that he refuses to race any longer."

The Buick—at first as shocked and silent as the Jaguar E-Type on his other side—spoke up then, "and I've just received word from a bunch a' other crew chiefs— it looks like none of the other cars will continue racing."

"According to several testimonies from the racers themselves, they all found it wrong to continue the competition after McQueen's fatal crash," David began, only to be interrupted unexpectedly by Brent.

"W-wait a minute; it seems that a tow truck has just raced onto the track!"

* * *

The plan was going perfectly.

Axlerod stood, distraught, by the Queen and most of her court, close friends and relatives, as the news of the race car's demise finally reached them. The elderly Rolls Royce looked positively crushed, as she'd been fawning over the stock car as only an old woman could, while Prince Wheeliam simply stood in shell-shocked silence with the rest of the group.

The Range Rover had given his entire sob-story, seeming more stunned than anyone else when the information arrived. A life lost at the fault of _his _fuel was sure to have alarmed him, and everyone had awaited his reaction.

Axlerod had played innocent.

His eyes had widened, disbelieving, and had demanded that the police car having deliver the news repeat what he'd just said. Thoroughly horrified, the ex-oil baron had rolled back, accepting several solemn murmurs of forgiveness and understanding—even the Queen had amended to his awful fortune. He obviously could never have imagined the horrible outcome that his alternative fuel would bring.

A reporter had arrived then, coming to interview him, and as to get his point of view on the entire accident. Axlerod had held back sob halfway through his speech, telling the world about his final conversation with the deceased race car, how he had hoped for McQueen to win, showing the world that Allinol _would_ work…that they had been wrong about its faults. He received everyone's sympathy, as planned.

"I…I never could've imagined that this…that this could've happened..." the billionaire stammered, gesturing uncertainly with his tires. "My scientists were certain that nothing would have occurred…that there was nothing wrong with the mixture and that it was safe." The Range Rover swallowed, looking into the dead center of the camera's lens, exceedingly aware of the irony presented before him.

His plan, after so many years of preparation, scheming, and gathering troops—all while keeping up his normal, calm front— had _finally_, at long last, come to fruition. The feeling of success was overpowering, and Miles had to fight to keep the prideful smirk off of his features.

"I could never apologize enough to the companions of the late Lightning McQueen, especially after everything that has happened. I am not asking for forgiveness, or Chrysler forbid a chance to redeem myself. Nor will I attempt anything such as this ever again—the lives of the racers are far too valuable, more so than any success could ever be."

The cars surrounding him gave the Range Rover understanding looks, ones that made his engine whirr with ecstasy. It was clear that everyone was falling for his false guilt, and speed at which he laid the blame on himself.

It was then that the tow truck landed, bright orange parachute billowing behind him.

* * *

How his friends had found him, Mater had no idea.

He'd been racing through the crowded streets of London, his newly acquired and extremely difficult to control rockets propelling him forward at break-neck speeds.

There had been no set meeting place for him and the two spy cars, although he'd been enormously relieved when Holley had flown overhead—he hadn't even put into account that the girl he was crushing on had suddenly acquired _wings_—swiftly warning that he stopped. The only problem was that Mater wasn't all that sure if he knew how to.

Trouble had also arisen momentarily when the two lemons from before had sped towards him, machine guns out and ready, and the Jaguar had flown off to intercept them. But laying eyes on the two AMCs, the tow truck had felt an indescribable fury, petering out slightly when they were sent flying into a pub full of working cars, such as taxis, mailmen, and construction workers, and promptly beat to a pulp. Mater didn't question it, only allowing a smile to spread across his lips while dodging several civilians, as well as massive double-decker buses.

Once he finally found how to stop, both Holley and Finn had joined him—along with Professor Zündapp. It was then that the bomb strapped onto him—at first remaining sedentary and inactive, began counting down as a result of the Janus' deception and trickery. And so, he now had less than four minutes before it went off.

After Holley rendered the smarmy little Zündapp unconscious with her tazer, the three of them (sans the professor) had been circled by the various lemon heads and their men, dozens upon dozens of fire arms pointed their way, within easy killing range. And all of a sudden, Mater's friends had joined the fray. With the combined effort, they were able to defeat all of the lemons, whilst Sarge and his allies…apprehended the last that of the attempted escapees. Perhaps the happiest he'd been all day was when he'd been able to pummel a few of the poorly kept cars himself, with some of his carate.

Although, he had been painfully aware of the danger his companions had put them themselves in to help him, and while he would _never_ wish for his friends to be in any sort of peril, he was thankful for their help nevertheless.

But now, with the bomb ticking down to two minutes, the need to deactivate it had become ever dire. Guido had brought his imposing quantity of drills and wrenches, though none would work.

None had fit the bolts.

* * *

Mater was becoming used to having numerous guns pointed at him.

And the fact that they were the Queen's Secret Service made no difference. The bulky Range Rovers could've been intimidating…if the tow truck hadn't been forced to watch his best friend erupt in flames, and later held at gunpoint on various occasions, along with having a _very _explosive device strapped to his engine. Mater wouldn't be surprised if nothing else ever fazed him again. But the Range Rover just across from him, acting as if he had no idea of what the tow truck was talking about, made his oil boil. The supposedly benevolent philanthropist that had invented the bio-fuel, and a result the entire race, thus allowing Mater to come travel the world with his best friend, had been trying to kill the both of them, and had partially succeeded.

Mater was dimly aware of the television camera recording this entire confrontation, and his veritable family watched from the safety of the large dividers across the street, and how everyone had gasped upon his initial accusation of Axlerod. None had ever suspected him of course—to the average car, he was simply the poor vehicle whose dream to create a clean, reusable fuel had backfired in the most horrible way possible, without having a single clue as to how it had happened. But as Mater continued, driving forward until Axlerod nearly fell off the edge of the raised platform, and explained, understanding dawned on the expressions of those gathered, however slowly. But the doubt still remained.

"But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?" Holley's distrust in him hurt, as did the actual meaning behind her words. '_Why would he want to hurt McQueen?'_

But Mater took it in stride, only further adding to his accusation, and watching with a critical eye as the Range Rover's easy, unconcerned look gradually melted away into one of fear and uncertainty. He _knew_ that the tow truck knew the truth, and was trying to avoid what had yet to come. "To make Allinol look back so everybody'd go back to usin' oil. I mean, he said it himself with that dees-guised voice when he told 'em to kill McQueen."

This claim only prompted even louder gasps from the crowd, and even the two spy car's eyes widened. But Axlerod played it off easily. "'Disguised voice?' What are you talking about, why would I even want to harm anybody? You're nuts, you are!"

The gathered cars began to look uncertain, beginning to gradually lean more towards Axlerod's side now. The very thought that he'd had a hand in the racer's demise was inane on its own, and even a few of the royalty gathered began to appear unsure. "This is going nowhere fast," Prince Wheeliam said to the elder car at his side, anxiety creeping into his features. "We really should go, Grandmother."

The Queen, ever sage in her old age, only answered with a small shake of the hood. There was something brewing before her, the loss of the young and vivacious race car a still tender subject, and if the tow truck knew anything regarding how it occurred, she would listen. And so, England's ever-present monarch answered her grandson, "one moment. _I'd_ like to see where this is going."

Mater, finding confidence in the fact that at least the Rolls-Royce was willing to listen, was about to continue before an accented voice interrupted him. "But Mater, he created Allinol," Finn disputed, as uncertain as the rest of them. The very concept of his new friend disbelieving him as well struck the truck to his core, but was steadfast in his decision. And so the downpour of evidence continued, until the countdown on the bomb was in the single digits.

Both The Queen and everyone in the crowd were escorted away, along with the news reporter, whose cameraman had fled minutes before, leaving the bulky TV camera behind, laying sideways on the ground, so that only he, Axlerod, the spies and a few police cars remained. The Range Rover called back to the group's receding taillights, shouting for them to return. Mater stood stubbornly before the ex-oil baron, eyes narrowed determinedly as he scrutinized the British car. He couldn't have cared less if the bomb went off right then and there, as long as he took Axlerod with him, it would be enough. It would be worth it.

_5…_

"Keep away you idiot!"

_4….._

The spy cars' warning cries rang in his mind, coupled with McQueen's furies yells as he reprimanded the tow truck for making him loose the first race. It had been an accident, a simple misunderstanding…but it had meant so much to the stock car….

Every mistake he'd made on this trip came rushing back, every idiotic moment, each stupid saying and mannerism. His utter _foolishness_.

_3….._

The secret agents had made a mistake when accepting him into their world of espionage...he was no spy, just a tow truck, plain and simple. One who could do nothing more than gape as his friend burst into a feiry inferno.

_2…._

The last time he'd spoken to his best friend, had been during an argument over an insignificant race.

_1…. _

"Deactivate!"

* * *

_**A/N: I cannot thank anyone enough for the response on this story! XD You'r all awesome!**_

_**And if anyone has any ideas for future chapters, I'd be happy to see them! They may not be used of course, but I'd love to see what you guys can come up with :T**_

_**BTW, this is also (probably) the last chapter that really goes through the exact events of the movie more-or-less. **_


	4. A New Dawn

**A New Dawn **

_~Cars 2 © PIXAR 2011~_

_I cannot apologize enough for the tardiness of this update! I can only thank all those who have stayed with me and waited for this chapter. If Mater is a bit OOC, I apologize once again. Reviews are love and would be highly appreciated :T_

* * *

_At the Range Rover's sudden rushed and incensed order and the bomb's robotic voice clearly stating the billionaire's name as it deactivated, several police cars that had been nearby rushed forward, cutting off any way of escape. With a somewhat grim smile, Mater looped his tow cable around, hooking it under the British vehicle's hood and lifted it to reveal the engine that lay beneath. _

"_The engine from the photograph," Finn stated, rolling forward. Many of the surrounding cars' eyes widened and watched, mouths agape, as a gasping Miles Axlerod was herded off the stage. Mater stood with a dismal sort of pride, and Holley slowly approached him. _

"_Ah, Mater?" the tow truck glanced down at her, and the Jaguar shuffled her tires in guilt. "Um…I—I apologize for doubting you."_

_Mater gave a chagrined smile,"nah,'s alright, Miss Holley. Heck, if Ah were yous"—_

"_This is ridiculous! Let go of me at once, you idiots!"_

_The group turned towards the end of the platform, where police officials fought to drag back a struggling Axlerod, whose incredulous gasps and mutterings had finally grown into intelligible raging. _

"_Do you know who I am?" Miles demanded, tires spinning fruitlessly and brow furrowed in fury, though his attempts at escaping did nothing to help him, and the police cars were already calling for back-up. "Get your treads off of me—you Lorries have no right to—don't _**touch **_me!"_

_In the midst of his furious ranting, the Range Rover's sanity beginning to slip little by little, he suddenly trained his gaze on the dumbstruck utility vehicle. _

"**You**_," Axlerod hissed wrathfully. "How did _you _figure it out? You're nothing but a stupid tow truck, what could have possibly possessed you to be able to put everything together? My plan was fail-safe—I had everyone fooled but _you_! How?"_

_Mater blinked, appearing rather lost for a moment, before his features hardened. The tow truck drew himself up before answering, "Well, Ah guess that Ah jist needed tha' right…motivation."_

_Axlerod's own eyes widened at the tow truck's rather sober and determined stance, but before the Range Rover could move a single tire forward, several more police reinforcements hurried forth, ushering him back. By the time he'd finally returned to his senses, his furious shouts could only be heard as the group themselves faded. As soon as the assemblage was gone, Holley began to approach the tow truck again. _

"_Mater….?" She began slowly, voice laced with caution, though the truck didn't respond for a moment. His severe and unwavering posture seemed to falter, a crack appearing in the austere façade, before it fell completely, Mater appearing to sag as the full weight of his actions came bearing down. _

* * *

The sun rose slowly with fingertips of rose gracing the city landscape, the pallid cerulean of the sky framed cobalt by the light, a sight to be appreciated before the near-constant grey clouds obscured the panorama. Dawn was a miraculous sight; something most didn't care to awake for, nor bothered to study.

Mater stood on the roof of the low resort building, dawn's early-morning light casting a pink glow over the granite and marble moldings that made up the elegant edifice beneath him. The sunlight haloed around him with a faint shine, his paint far too rusted to show any kind of reflection. The imprint of the #95 sticker remained on his side, catching crimson light. His hazel eyes scanned the horizon, though it was clear that his mind was elsewhere.

"I never knew you woke so early."

The tow truck hardly reacted, his gaze only sharpening on the softly-lightening scenery. His cab lowered slightly, and he suppressed a heavy sigh. "'till a couple days ago, Ah din't." A pause. "What're you even doin' up, Holley?"

The Jaguar rolled forward, sending the taller car a near-skeptical look, "I believe that I just asked you the same thing."

Mater was unresponsive for a moment; gaze still locked on the horizon, obviously exhausted. Holley wouldn't be surprised if he hadn't gotten any sleep in the past week. The silence stretched, and the spy car drove forward until she was at his side, waiting patiently for him to speak. Over the course of the last few days, after Axlerod's revelation and the hectic events that followed—leading up to the two spy cars and all of the residents staying in the chic resort, paid for by the Queen— the tow truck had…changed, to put it simply. More somber and withdrawn, Holley had long begun to miss the old, goofy, happy-go-lucky, and naïve truck she'd met at the Grand Prix party in Tokyo. But she doubted that Mater would ever return to such a state….she had, of course, been by him when Lightning McQueen had been hit by the beam, though had looked away a millisecond before the race car had erupted into flames, as she knew he would from the force of the radiation being thrust upon him, but Mater hadn't. The tow truck had literally born witness to his closest friend's murder. Holley couldn't blame him for being uncharacteristically solemn. She could wish for the old Mater all she wanted, but it didn't mean she'd ever get him back.

"Ya' know…" Mater began suddenly, startling the Jaguar out of her reverie. He faltered after a moment, as if unsure, before continuing. "Me 'n Lightnin' would always go tractor tippin', all night sometimes if it was a special occasion, and we'd stay up even later to watch the sun rise…Miss Sally would come wit' us sometimes too…"

Holley's expression, at first one of surprise, melted into one of empathy, and she leaned against the tow truck's side slightly, nudging him gently—an understanding gesture. After a moment of indecisive mulling for something to say in response, the Jaguar spoke. "I'm sure that he would be very proud of you for all you've done."

The tow truck shrugged modestly, almost on the verge of nonchalance, though Holley noted the slightly bashful smile that had begun to slowly spread across his grill. Mater finally tore his eyes away from the horizon, turning his hopeful gaze towards the Jaguar at side, nearly jumping out of his rusted paint upon laying eyes on her. The rising sun had laid a warm glow around her, making her green eyes almost jade against her violet paint, which was nearly royal purple in the sun's radiance. Had she always looked so beautiful…?

"Y-ya think so?"

Holley only gave him an encouraging nudge in response, along with a soft smile, "of course. I know we are."

The tow truck beamed softly, almost regretfully, returning his gaze towards the sun, now rising steadily through the sky, and finally released the sigh he'd been holding. The spy car sent him a curious look, but Mater remained stoic and silent once more. She followed his line of sight after a moment, until laying eyes on the horizon where only a small strip of blueish grey could be seen of the distant Thames. Finn and the residents of Mater's town would be waking soon…they would wonder as to where they were…

"The funeral's gonna be a week after we git back."

Or perhaps they could wait a bit longer.

Her companion's sudden and morbid announcement startled Holley, and she quickly looked back up at the tow truck. Mater remained unemotional, still surveying the horizon as if nothing had been said. The Jaguar sighed silently, shifting her tires. Finn had told her that something like this might occur…

"I-I'm aware," she said after a moment, glancing at the tow truck uncertainly. These kinds of losses were the most difficult to deal with, or so the Aston Martin said. Mater only nodded, as if speaking about something as trivial as the weather. The rusted vehicle startled her even further.

"Are you 'n Finn gonna be there?"

Holley opened her mouth, but swiftly closed it before she could speak, confronted by those piercing hazel eyes. She didn't want to make any false promises, as they could be called out on a mission at any given moment, but this was undeniably important to the tow truck…more than that. It was monumental, and though Mater downplayed it sufficiently, she could tell that on the inside it was eating him alive. After several seconds the Jaguar gave a poignant smile. "Finn and I will do our very best to attend, Mater." There wasn't much more she could promise him. Not without raising false hopes.

Though that seemed to be enough for him, and the tow truck looked back towards the rising sun, moderately content. What she wouldn't do to see that goofy smile on him again….

As the sun rose even higher in the sky, to the point that even Holley had forgotten how long they'd been on the hotel roof, and daybreak gradually slipped into midmorning. Cars bustled past beneath them, honking permeated the air, and the stifling silence had long been broken. However much time had passed was inconsequential now.

"We had better get back," Holley began after some time, the tow truck turning his still-exhausted gaze towards her. He shook himself in a vain effort to clear his mind before nodding, more of a weak bob of the hood more than anything else, before following her to the elevator that had brought them both up to the roof. Once in the lift, she nudged him carefully with a tire, "you had better get some rest," she advised gently. "Your meeting with the Queen isn't until later, as well as your honorary knighting."

The tow truck gave her a sleepy nod, but when he locked eyes with her, his expression was somber. "Thank ya', Holley."

She knew that he wasn't speaking about her suggestion.

* * *

Sally couldn't help but reflect on how everything had changed in such a short amount of time. Not seven days ago she'd been sitting comfortably in the lobby of the Cozy Cone, watching the Grand Prix from the usual amenities her hometown provided. That one phone call had led to everything falling apart.

She and a majority of the residents that remained had boarded the first plane to London and arrived in the city that following day. That gut-instinct had instantly taken hold upon getting to the racetrack, an almost ill-omened feeling that something would go wrong. She'd ignored it, and convinced her boyfriend to race. None of them had known that it would've been his last.

The Porsche took a deep, if somewhat shaky breath, finally returning to reality. The droning voice of the Queen's major domo reached her from the crowd, the prompt and pompous old car prattling away about Mater's bravery and the 'horrific loss of such a young and talented race car' in an almost incomprehensible British accent. The Motorama car by her side sent her a solicitous glance and nudged her gently. "Hey hun, are you alright?" she questioned quietly, and Sally nodded weakly.

"Y-yeah, I'm fine, Flo. I just…don't really want to listen to this guy anymore…"

The sleek car didn't need to reiterate further, and Flo nodded sympathetically. Several others of their friends appeared perturbed and even mildly outraged at the amount of exaggeration placed on the horrendous and life-altering events, though all of them knew better than to voice their opinions.

"Well why don't y'all go out an' talk to Mater? Chrysler knows he needs the company."

Sally hesitated, but bobbed her hood silently after a moment. She rose slightly on her shocks and after a brief pause, stealthily made her way towards a side door that led into the hall adjacent to the knighting room. No one appeared to notice her departure, and only sighed in relief when she reached the other side of the door. That purple Jaguar, one of Mater's new spy friends, had sent her a concerned look, but the Porsche had pretended not to see it.

The ground beneath her tires had changed from posh carpet to gleaming marble in the entrance hall, and Sally was met with her friend wearing a hole into the ground. The smaller car observed the pacing tow truck for a moment, and her gaze drifted towards the unemotional Queen's Guards on either side of the enormous doors leading back into the knighting room, which Mater continued to glance towards uncertainly every few seconds, never noticing the Porsche idling a few feet away.

After a few moments Sally smiled softly, "You know, you're not missing anything in there, Mater."

The tow truck jumped, whipping around to face her, clear surprise was shown in his eyes, but so did a kind of silent know-how that he'd most likely gained from his spy friends, fading as soon as it had appeared—at the same time he retracted from his defensive carate position—replaced with the familiar, if not weary, innocence.

"Oh, M-Miss Sally," he began, shifting his tires in embarrassment, eyes glued to the marble floor beneath them. "Ah din't see ya there."

"Its fine, Mater," the Porsche chuckled. It seemed that a part of her old friend still resided within the tow truck, however small, even after everything that had happened.

Both cars paused, the truck glancing towards the grand doors once more. Sally followed his anxious gaze. "Are you nervous?" she inquired, turning back towards her friend. Mater blinked, looking back down at the ground in almost shameful manner.

"Lil' bit…"

Sally chuckled again, "it's understandable. But it's a great honor you know—being knighted by the Queen of England."

"Yeah…."

The smaller car paused, as if mulling over something to lift her friend's spirits. "You know, I've never heard the whole story about how you were mistaken for a spy."

Mater shrugged bashfully," 's a purdy long story."

Sally smiled, "I think we've got time."

The next several minutes were filled with the tow truck's tale, and Mater gesticulated wildly, describing wild scenarios and inane battles. He described the futuristic spy technology to the best of his ability as well as the new cars he met. But when his story reached London, the truck gradually trailed off.

Both cars were silent, a solemn, almost heavy tension hanging in the air, before Mater inquired softly, "do ya' blame 'em? The Lemons, Ah mean."

Sally was stunned into silence for a moment. Her aqua-eyed gaze flitted across her hood, trying vehemently to pull an intelligible answer from her subconscious. She sighed heavily after some time, expression laden with sudden grief.

"I don't…_blame them_; per say….they did all of this for a purpose, albeit a very selfish and hazardous one. They…they killed Lightning to prove a point, and become rich. They didn't give a thought as to whether or not he had family, or friends…or cars counting on him. They were ruthless and uncaring but it was their choice. I can't fault them for that." Tears had begun to form in the Porsche's eyes, but her words stood firm.

Mater blinked slowly, mouth slightly agape, allowing his friend's admittance to sink in. "well…" he started gradually, awkwardly. "Ah guess that Ah never looked at it tha' way b'for…"

Sally beamed kindly, "most wouldn't, Mater. But you know, after everything's that happened"—the tow truck had moved to idly traced patterns into the marble with a tire, and so the Porsche's next words thrust him from his reverie with a startling speed. —"Lightning would've been thankful."

Mater froze.

"Thankful?" the tow truck repeated emptily, expression incredulous.

Before Sally could agree, the truck had turned towards her. The disbelief and sheer misery in his eyes made the smaller car's heart break.

"Everybody's tellin' me that McQueen woulda' bin proud of me, tha' he woulda' thanked me fer everythin' Ah've done—but Ah din't _do _anythin'!" Mater's eyes blazed, his pent up guilt and exasperation reaching its peak. Sally didn't say a word as he continued, knowing to let him get it out of his system, but that didn't stop the Porsche's eyes from widening to impossible proportions. She doubted that anyone (including herself) had ever seen this side of her friend.

"All Ah did was sit there an' be _useless_," the truck continued angrily. A stunning sort of realization hit him, and his voice dropped several octaves, eyes hollow. "Ah could only watch."

The pair was silent for even more time, Mater's fury spent, while Sally only digested what he'd said.

"Many of us don't have a say in most matters."

The tow truck's gaze lifted, though it appeared as if the smaller car wasn't even speaking to him. She had cruised over to one of the tall and slender windows, staring out into the world beyond the glass with an airy look about her. The importance underlying her words was not lost on Mater.

"Life doesn't usually give us a choice. We deal with the hand we've been dealt, and move past it. Sometimes we aren't quick enough, or strong enough, or even smart enough to foresee disaster and avoid it. The outcomes of events do not rest in our treads. We just need and remember"—Sally locked eyes with Mater then. –"that whatever happens, what with us being unable to control life….it is not our fault."

The tow truck was stunned silent once more. Once several more moments of tense quietude had passed, Sally spoke again. "You're on in five minutes, Mater."

The Porsche slipped away through the smaller door then, disappearing on the other side and Mater was left alone once more.


	5. Choices

**Choices**

_It's about time I updated this...utmost apologies for those I kept waiting! This is the final chapter, so please enjoy, read, and review! _

* * *

Sometimes it hurt to be back in Radiator Springs.

Mater watched the trailing groups of cars roll back into town, both recognizable and foreign alike, voices lost in the tumult, an unnaturally brooding look crossing his rusted features as he sulked in his rickety garage. He remembered a time when the town was silent. When there was peace. When Lightning was among the living. When he wasn't so pessimistic….

The funeral service had just ended. Mater had stayed for a few minutes, in the back of the crowds, while his family grieved in the front row. He'd remained only to hear the cars going up to speak about his best friend. Sally hadn't found the strength to go up, but Sarge, out of all others, somehow did. His speech was short, cut and dry, without much sentimentality. But Mater could've sworn he saw the Jeep holding back tears.

Luigi and Guido were next, bursting into tears in the middle of their lamentation and had to be ushered away from the microphone. A few of Lightning's racing friends followed, Darrel Earncar Jr., Jeff Gorvette, and Lewis Hamilton, but most surprisingly, was the final speech given before the pastor took hold of the proceedings again. The King had somehow materialized from the crowd, and given a few words that left even the strongest-willed of cars in tears. Mater had bolted as soon as the baby blue racer had finished.

The tow truck rubbed his tire in the dirt, gradually creating a rut in the dust. He released a despondent sigh, eyes closing. A million and one memories flashed before his mind's eye, from the best times to the worst times with his best friend. If only he could've apologized to him one more time…

Mater's eyes reopened as the voices grew distinctly louder, and glanced up from the dirt. More cars were entering the small community, a grand majority of them mourners, and they all idled around, most of them at Flo's café, as most of the town's shops were closed for the event. The main road was being emptied, however, and hay bales set around the peripheries. The tow truck paid them no mind, and instead found his gaze drawn to the light blue Porsche currently conversing softly with a Mrs. Lydia Weathers. Mater caught her eye, and she sent him the smallest, saddest of smiles, which he returned.

* * *

The moment Holley entered Radiator Springs, she wanted to go back to Siddeley.

To call the area a ghost town would've been hypocritical, as there were clear signs of wear and tear, the sure signals of a long and happily occupied existence. But there was hardly a soul. Abandoned oil cans littered the sidewalk here and there, and there were hay bales set around what appeared to be the main road, but besides that, Holley half expected a tumbleweed to come breezing through like in the old Western films.

She and Finn paused in the town proper, her partner appearing calmer than he actually was, the Jaguar was sure of it, when an accented voice called to them from the V-8 café they had just passed.

"If you're looking for Mater, he's watching the race over by Willy's Butte."

The secret agents turned instantly, and found a pretty Motorama car cleaning up around the café, pausing to meet their gazes and sending the pair a somber smile. Holley's brow rose in slight confusion.

"Pardon me, but what race?"

The Motorama car smiled apologetically. "Sorry. It's the race held in McQueen's honor. It was Mater's idea, since the kid never got to finish his own."

Holley felt something tug at her engine, but she put up a brave face. Finn remained stonily silent beside her. "Thank you, ma'am. But where exactly is this…. 'Willy's Butte'?"

The elder car jerked her front end in the proper direction, and Holley bobbed her hood in gratitude. The Motorama car smiled again. "It's the least I can do. Heaven knows Mater needs some sort of comfort." With that said, she returned to tending her diner. Holley idled for a moment, as if unsure, and Finn started for the road without her.

Holley revved her engine as quietly as she could, and had soon caught up to her partner as he rounded a radiator cap shaped landmark, and they drove in pensive silence for several moments. The younger car sent her partner furtive solicitous looks, which he either ignored, or somehow didn't notice. She finally spoke, when his brooding silence and stony expression hadn't changed.

"Is something wrong, Finn?" she hedged softly. For the short time she'd known the elder Aston Martin he never let anything get to him, whether it be nearly getting crushed, to watching Lightning McQueen's untimely murder.

Finn exhaled softly, and for the first time, Holley saw the years of pain and stress weighing down on him. "No, Miss Shiftwell," he answered, with the tone of one who'd gone through hell and back, no longer proud to tell the tale. "There is nothing wrong."

Holley didn't broach the subject again.

* * *

The groves and hills of Carburetor County were spread out below the tow truck, the orange and brown dust intermingling with the rare patch of green, standing out starkly from the pure, life-giving blue of the cloudless sky. The heat came bearing down, stifling, and would make one's engine overheat if they weren't careful. But Mater was long used to it, and only baked under the hot sun in silence, gazing down at Willy's Butte, and the rest of the panoramic view swelled around him like a mismatched quilt. He'd just been making out the colorful paintjobs of the cars way down below, when he caught the unmistakable sound of tires against dirt and dust.

He released a sigh as he spoke. "So you two showed up afta' all."

Holley rolled forward, only slightly, smiling chastely. "I promised we would."

Mater didn't turn to look at them, not just yet. "Ah guess ya did," he muttered. There was a pause, then the churning of tires over dirt again, and the two spy cars were on either side of him, looking down at the valley as the tow truck was.

"It's beautiful here, Mater," Holley murmured.

"Very idyllic," Finn agreed in a clipped tone. Mater either didn't notice, or chose not to comment on it. He only nodded.

"The racers are comin' back," he finally said, just as the sound of several revving engines reached the trio. They all observed in silence as the race cars sped by, some even climbing the bowl like structure with their speed. A haze of pain clouded Mater's eyes, and lasted until they disappeared in the dust.

Holley took a deep breath. "Mater," she began softly, gently, as if not wanting to startle him, "We come here...with an offer."

The tow truck raised an eyelid, but didn't speak. Finn took it from there.

"As I'm sure you can imagine, your recent adventure with us has caught our higher-ups' attention," the Aston Martin's tone was…strange. It didn't sound friendly and charismatic like usual, but simple and proper, as if he were emotionlessly informing their superior of the total number of losses during a mission. "In short, we provide you the possibility of joining C.H.R.O.M.E."

This finally gauged a reaction from the tow truck, and he blinked, the information barely sinking in. even when Mater was devastated, he was still awful at hiding his emotions. "Join?" he stammered, also making eye contact for the first time that day. "Join you guys? An' go on missions an' stuff?"

Holley nodded. "Yes, Mater. And Ford knows that the agency could use a car like you."

The news didn't seem to have sunken in yet. "B-but, why me?" Mater stumbled, expression like that of a lost child.

"Our superiors heard of you, and both Miss Shiftwell and I gave our full reports of what happened on the mission," Finn informed him. "They decided that you would be the ideal chap for the job."

The tow truck bit his lower lip, hazel eyes uncertain. Holley felt her heart go out to him. She moved an inch closer to him. "Just think of it, Mater—you said yourself that you've always wanted to be a spy. And here's your chance, to make history… and make sure nothing like this happens to anyone else." She had certainly grasped his attention again, and the tow truck's wide eyes locked with hers.

"B-but…Radiator Springs! What about Sally, Flo, Sheriff, Lizzie, Doc, Lightnin'—Ah-Ah, kin't jist _leave_ 'em!" Mater stumbled over his words, expression panicked and worrisome, and a painful knot formed in the base of Holley's tank as he mentioned his two deceased companions. He became quiet then.

And Mater remained silent, even when his gaze began wavering. He looked back towards the butte. Holley shared a look with her partner, before sending the rusted truck an encouraging smile. "It's all right, Mater," she assured softly. "You needn't decide now. There's plenty of time." The Jaguar wasn't allowed to continue on account of Siddeley's whining jet engines as he landed a good twenty feet away. Mater's eyes became frightened in that instant.

"You're leavin' already?" he murmured sorrowfully, worriedly.

"Duty calls, Sir Mater," Finn sighed, the first display of emotion Holley had seen from him since arriving.

"But we'll be back," Holley quickly reassured, giving the tow truck a smile that she hoped would calm him. "And if you ever need to get a hold of us, or if you change your mind, you have both of our numbers. Call anytime, Mater." The tow truck nodded slowly, indecision lacing his easily readable features.

"Ah...okay, Miss Holley," he said, rubbing a tire into the dirt. Holley seemed to want to say something more, but Finn shook his front end before she could do so. The Aston Martin began to make his way over the patiently waiting jet, while the younger car paused. After an instant's deliberation, she placed a kiss on the tow truck's bumper.

Mater's eyes instantly widened, and a faint blush spread across his frame, and he seemed to forget his despondent mood for a few seconds. He resumed rubbing his tire into the dirt, this time with embarrassment in his motions, and Holley smiled again.

"Remember, if you change your mind…." she turned and reserved then, heading for Siddeley. She felt the tow truck's eyes follow her, and something told her to go back and try to convince him further. But she didn't. and she left the disheartened tow truck where she'd found him, looking over his home, and trying to put the pieces of his life back together.

* * *

The last few moments of Lightning McQueen's life were nothing short of excruciating.

It had all happened to quickly—one minute he was ahead of the pack, on cloud nine, and the trophy within his grasp, when pain abruptly consumed him. He lost control, and engine was spouting flames. In those sparse seconds before darkness consumed him, he heard his own unsure comment about entering that day's race, his insensitivity towards Mater, who was utterly hapless and out of his element, and completely innocent, and then Fillmore's unconvinced caution towards using Allinol. He never told his best friend how sorry he was.

And then he hit the wall, and it was all over.

But…somehow not quite. The pain of gone, but Lightning floated in a strange state… somewhere in between, it felt. In the interminable blackness, he could only think. He didn't know how long had passed…he didn't even know if he had a body anymore, or if he was just a spirit, his mind and soul just floating around infinity forever. But then a bright light, _the_ bright light, appeared, seemingly miles away. And then this light encompassed him too, and he could see himself again.

There was a sort of haze surrounding him though, like a veil had been thrown over his eyes, and so he didn't see the blue shape until it was only a few feet in front of him. A painfully familiar and gruff voice filled the emptiness.

"Well…I thought it'd be a while before I saw you here, kid."

And then the film was gone, and Doc stood before him. Lightning instantly moved backward. "D-Doc?" he stammered, before horrible realization dawned. "I'm dead, aren't I?"

The old Hudson Hornet nodded, if somewhat ruefully. "Yeah. I didn't think you'd join me for some time, though. But I guess life isn't that kind."

Lightning closed his eyes, subtly shaking his front end as if it would make this nightmare end. "But I-I can't be dead! What about Sally, Radiator Springs… Mater. I never- I never apologized to him! How am I gonna apologize if I'm—,"

"Quiet, hotshot," Doc groused, before looking to Lightning's left. "And look."

The younger race car turned accordingly, and stunningly, saw…Radiator Springs. "Wha...its home," he said, matter-of-factly. Just as he'd left it. The scene changed, and he saw Mater, looking down over the butte from the bowl like rim surrounding it.

"He knows, Lightning," the Hornet said, and the stock car's eyes flickered towards him. "He knows that you're sorry. And so do the others."

Lightning's gaze returned to the image, where his home was, his friends and family. "Will…will they be okay?" he finally asked, looking back towards his mentor.

"They will be. In time."

And thus the portal closed.

* * *

A month had passed, and Holley was back at her office in C.H.R.O.M.E., the diagnostics department, picking up a few final items before her desk was completely cleaned out, and preparing for relocation into the field agent division. That was when her telephone rang.

A perturbed look crossing her features, the Jaguar answered, even if the number was foreign to her. "Hello?" she answered, voice tinged with caution. A warm feeling bubbled in her engine at the familiar southern accent on the other end.

"_Heya, Miss Holley. Ah was meanin' ta' ask if yer offer was still standin'."_

* * *

_**A/N: In reference to the second to last section of this chapter, I don't believe in a heaven, **per say, **but I do believe that there's a place where the soul goes to after one passes away. **  
_

_**And anyway, that's it! I hope no one was too out of character, and that you all enjoyed this story. Please leave a review, and special thanks to everyone who did so before :D You're all awesome people **_


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